Tales From the Shadowverse: Side Stories
by Ori Shadow
Summary: A collection of one-shots, alternate endings, or non-canon crossovers set in the Shadowverse. This story will be continuously updated as more adventures are played out.
1. A Bond in Time

A wooden blue call box materialized in the dark depths of the Canterlot alleyway, and out of it came two ponies: one was a grey unicorn stallion wearing a purple frock coat, blue shirt, a blue fez, and a bow tie. He had black glasses, bright green eyes, and a brown mane and tail. Next there came a mare, with blue fur, turquoise eyes, matching blue wings, a mane and tail composed of flowing stars, and a long, pointed unicorn horn. She wore a tuxedo.

"We see thou hast left the brakes on again, Agent Shadow," comments the mare, smirking a bit to the unicorn.

"I like the noise!" protests Orion. "Give me a break, Luna."

Luna's smirk grew wider. "Later tonight, of course. When we are not on duty."

Orion made a show of checking his pocket watch, "We'd best get going… Blueblood's party will be starting soon."

Nodding in agreement, the blue alicorn led the way toward the distant nightclub and casino, its neon lights bright in the nighttime darkness. They breezed inside, showing their passes to the bouncer, who waved them through. Then they walked through another door into the main room.

The music was, if possible, even louder here. Ponies danced and gyrated with all sorts of glowing objects held in their hooves, mouths, or wings in time to the beat, while elsewhere other ponies were playing at slot machines or card tables.

Orion glanced to his companion, "We'll split up… you cover the card tables, I'll take care of the dance floor and slot machines!" With that the two went their separate ways.

* * *

><p>The Golden Pony Casino wasn't nearly as flashy as the ones in Las Pegasus, but the locals seemed to like it a great deal. The showpiece, a gilded statue of a pony, stood at the cewnter of a large fountain at the main entrance, enhanced by a light and dancing-water show once every hour. Another feature, in an attempt to bring a more 'highbrow' clientele, was the addition of chamber music in the card arena.<p>

Seated on the raised platform with the rest of the quartet, a grey-coated, black-haired earth pony brought out a fine cello from its as one of the finest cellists in all of Equestria, the casino staff was practically falling all over themselves to welcome Octavia and her ensemble. Little did the know her true reason for being here tonight.

Spotting her quarry, she mimed continuing to set up her cello. Rreaching down in a very smooth and barely perceptible manner, she picked up her 'special' bow, and readied a special surprise for the incoming agent.

Luna makes her way into the chamber music room, her tuxedo clinging nicely to and accentuating her form. Flicking her wings, she spots a game of Blackjack about to start and sits down to join the other ponies there. "Salutations, good gentle colts and mares!" she greets, paying Octavia no mind.

Raising her bow, and nodding to the other members of the chamber quartet, a flurry of notes floated amongst the gamblers, many of them paying no attention, at least consciously. Octavia worked her bow against the strings, sending soaring melodies out to lull the herd into a false sense of security. The sudden increase of higher than normal wagers indicated that it was working.

Octavia kept a close eye on Luna, and smiled slightly when she saw which table she had picked. she would have a long rest coming up in a few more bars, and she knew this would be the time to act.

Luna's ethereal tail swishes somehow as she plays, her masterful poker face in full effect. One of her fellow players comments, "I admire your luck, Miss..." Luna smiles, "Bond. Luna Bond," before placing the winning card into play.

Octavia looks over the top of her cello as he rest arrives, the two small marker dots acting as an aiming sight. She reaches down into her case, retrieving a rosin bag anda small case. Opeing the case, she selects a small crossbow arrow, its tip coated with a paralyzing agent. She did not want to kill Luna; quite the contrary, the big boss would be furious if that were to happen.

Touching a spot on the back of the cello's neck, the larger string popped out slightly further than the others, tensing up as a bowstring. She loaded the arrow and took careful aim at Luna's flank.

Luna wins the card game and cheers quietly, taking her sizable sack of chips with her, intending to redeem them. She rises to her hooves, preparing to leave, when Octavia's arrow strikes true. Gasping in shock, she faints, poker chips falling down onto the floor beside her.

Octavia smiles, and nods to two henchunicorns standing nearby, Quickly, they levitate the fallen princess (and her winnings - after all, fair's fair) and cart her off toward the unseen recesses of the casino.

* * *

><p>Elsewhere, Agent Orion is dancing spectacularly badly among the younger generation, various glow rings attached to his forelegs. Occasionally he bumps into another dancer and apologizes fiercely.<p>

Vinyl Scratch, better known to her fans and most of Equestria as DJ PON-3, was busy at her turntables as usual. She had a lot to do, what with keeping a roomful of ponies dancing and energized, cueing up the next music tracks, and keeping an eye out for certain nosy secret agents wearing fezzes. She spotted Orion dancing out on the main floor, and used her magic to levitate two special records from their bin. Smaller than her normal 10-inch discs, these had their edges sharpened to a razor-like state, sharp enough to possibly cut through solid rock if thrown hard enough. She readied her first disc and, with a magical burst, let it fly, watching it sail over Orion's head and embed in a stone column near the entrance.

Orion Shadow feels his ears flick as something whooshes over his head. He looks up, spotting the disc embedded in a column, and turns to see where it might have came from... his eyes widen in shock, and he looks comically surprised, complete with his muzzle forming an 'o' shape. Then he ducks, worming his way through the other dancers to take a more defensive position by the refreshment table.

Vinyl sees Orion moving and quickly launches two more sharpened discs, one cutting through the heavily coiffed mane of one of the dancers. This started a mini-panic, with ponies bumping into each other as they scrambled to get out of the way. Cursing under her breath, Vinyl readied for a return strike from Orion, ducking down behind the DJ booth.

Orion concentrates and fires two bursts of magical light at the DJ booth, causing the turntable to start warping and break down. In the ensuing panic he scrambles closer toward the booth, looking for Vinyl. Bolts of blue strike near Orion's hooves as Vinyl attempts to slow him down long enough for another record attack. Finally seeing an opportunity, she readies her last disc and, after taking careful aim, slips and sails the disc over Orion's head, hitting instead one of the fire sprinklers, sending water cascading down around them.

Orion's hooves slip and slide as he loses control, he ends up zipping right into the other unicorn's DJing stand, possibly into the unicorn herself, "Whuaaaaagh- ow! Sorry about that... I'm a little damp!"

"More like you're all wet, dude!" Vinyl says, grabbing hold of Orion. "Ha! Gotcha! And Tavi's got your partner in crime! Now let's go, it's time to see the boss!" She tries to drag Orion away, but her hooves slip on the slick floor.

Orion rolls his eyes, "Villains... you really should have thought ahead, Miss Scratch!" His own hooves slip and slide as he holds onto her, "Wouldn't it be faster if we just teleported?"

"OH, right, teleport… DUH!" Vinyl says, smacking her head. "I keep forgetting that part." She pulls Orion closer, and in a brilliant blue flash, both ponies disappear from the dance floor... and reappear just outside the office of the boss. "Huh. Guess I didn't project far enough…" says the DJ, sheepishly.

* * *

><p>Orion Shadow shakes himself dry, "Should've let me do it... I'm very good with teleports." He looks around for Tavi and Luna, "I'm guessing they're all inside? Let's go in!" He blasts the doorknob off with a burst of magic, then pushes it open, still dragging Vinyl along. "Hello? Are we late?"<p>

"I'd say you're right on time," said a voice from within the office. A dark figure stood in front of a bright doorway, slowly stepping forward to reveal himself. A deck of cards floated in his magic aura. "Welcome, Mister Shadow. I am Con Mane, assistant to His Majesty, Prince Blueblood. I believe you already know Luna Bond, " he said with a chuckle. The lights come on to reveal Luna suspended over a large tank. Inside that tank are hundreds of piranhas, each swimming about and gnashing their teeth. Luna's horn is covered with a magic damper, and she is still paralyzed from the arrow striking her flank.

"How fortunate of you both to arrive... just in time for dinner." Con Mane throws a whole plucked chicken into the water. After several minutes of furious bubbling and thrashing, the frenzy parts, a completely stripped chicken skeleton sinking to the bottom. "Unless you want the same fate to befall your accomplice, Mister Shadow... let's play a game."

Orion shivers at the sight of the chicken skeleton, already picturing something similar happening to Luna... he looks back to Con Mane, letting go of Vinyl at last, "Fine... I'll play your game, Mane."

A card table appears before Orion, Con Mane stepping up to it. "Excellent. Pick correctly three times and I will consider letting her go. Each incorrect guess lowers her closer to... snack time." An evil grin spreads over his face as he selects two red face cards and the queen of spades. "The rules are simple: find the black queen and you win the round." The cards are turned face down and Con begins moving them rapidly with his hooves. Stopping, he says, "Make your choice."

Making sure he watches what he thinks is the black queen, Orion selects the middle card.

Con Mane flips the card to reveal ... the queen of spades. "Lucky guess," he says, "you won't be as lucky from now on." Using his magic this time, he shuffles the three cards quicker than before. "Pick your card," he commands once the shuffling stops.

Orion watches the card carefully again, concentrating hard, and selects the left card.

Con Mane flips the card to reveal... the jack of hearts. "Too bad..." he says, as the rope slips down a notch and jerks to a stop. Luna's eyes widen in fear. More shuffling, the pace dizzying now. "You'd better be careful, Luna's almost at ... the end of her rope."

Heart racing, Orion selects the right-most card.

Con Mane flips the card to reveal... the queen of spades. He scowls. "You're making a mockery of this. Very well, then... you need one more match." The cards fly at a dizzying pace, almost impossible to watch. Con Mane smirks. With his hoof, he indicates that Orion should pick a card ... not realizing one card is poking out of his mane.

Orion however does realize it, and picks the card poking out of Con's mane, smirking. "Now let her go. Unharmed. Or I'll shoot," he informs, politely.

Con Mane sputters, then sighs. "Yes, you are correct... you can shoot me... or you can save Luna." His horn glows, and the rope starts lowering to the water. With a puff of dark blue smoke, Con Mane disappears.

"Orion! Save us!" Luna cries out, her voice recovered from the paralysis spell.

"I'm coming, Luna!" Horn aglow, he fires a burst of magic at the rope, severing it. But before Luna has time to fall to her demise, he teleports her near himself, safe. It only took a few seconds, but it had to be precisely calculated.

Luna breathes a sigh of relief. "We thank thee, Orion. Truly this was a fishy caper." She smirks. "Dost thou think thou could help us with... " She points a hoof toward her horn, which still has the magic damper on it.

"Oh! Of course, Luna." He smiles and removes the magic damper easily, it wasn't the first time he'd had to do it after all. He gives her a hug, "I'm glad you're safe."

Luna hugs back royally. "We are glad for thee, Orion. Blueblood is down that hallway, we must catch him before he can escape once again!"

"Let's go then, we haven't a moment to lose!" He takes off, galloping down the hall as fast as his hooves can carry him. Luna trots alongside him.

* * *

><p>They enter a brightly-lit room, with rows upon rows of workstations set up along the perimeter of the room. Ponies work entering calculations and checking figures on slide rules. Seated on a raised platform, overseeing all, is Prince Blueblood. He sees the two agents arrive and sighs. "Oh drat, my fun is about to be ruined," he huffs.<p>

"It would have been sooner, but we were delayed." Orion looks up at Blueblood, "So, what's the nightclub then? A front for your secret base?"

"What, just because I'm a supervillain I can't have a bit of fun myself?" Blueblood said testily. "Besides, it's a rare treat to have both Octavia and Vinyl performing for me at the same time." He rises to his hooves. "But, enough idle chit-chat. You are far too late to stop me! The plan is already in motion, and soon ALL of Equestria will tremble at my hooves! Bwaaahahahaaaaaa!" He motions to a henchpony, who pulls down on a big red lever. Rising up from the floor are a set of giant subwoofer speakers, on top of which rides Vinyl. "Allow me to demonstrate my newest secret weapon - the Bass Cannon 10,000!" Vinyl seems suitably awed, but goes back to setting switches and dials. "One wub from these subwoofers will be enough to level half of Equestria and anything in its path!"

"And what art thou doing that for, wretched knave?" inquires Luna. "To build a statue of thyself from the ensuing rubble?"

"I'm doing it to prove I'm serious," Blueblood replied, a hint of anger in his voice. "Unless my demands for ten million bits is met, I start leveling cities, one per hour. Princess Celestia has fifteen minutes to reply to my first demand, and if she doesn't... goodbye Appleloosa!" He sat back down in his chair. "Stupid mean ol' Auntie Tia cutting off my allowance... " he mumbled.

"Thou art an ungrateful whelp, Blueblood! Thou art lucky to not be disowned!" She takes to the air, horn flaring to life as she aims it right at the bass cannon, firing a flare of magic straight at it. Klaxon horns and red lights create a scene of confusion and catastrophe, sending the henchponies scrambling as Luna scores a direct hit! Blueblood drops to the floor, looking up and crying, "NOOOOOOOOOOOOO!"

Composing himself, he sits back down on his chair, and presses a large red button. "You win this time but I'll be back! and next time I will not fail! Mwahahahahahaha!" Just before his chair is enclosed by canopy glass, he says, "Oh, and tell Auntie Tia I send my regards. Toodles!" The canopy seals, and with a deafening roar, a miniature rocket blasts off, puncturing the ceiling and flying toward parts unknown.

Sighing heavily, Luna comes in for a landing and wraps her forelegs around Orion. "Such a rambunctious young colt... mayhaps it is time Tia and I did something about him, once and for all..." She looks to the two musicians, "Both of you, return to thy stations."

Octavia and Vinyl, seemingly stunned to hear Luna giving them orders now, look at each other. They shrug, and start walking out toward the casino. "Hey Tavi, let's swing by the buffet. I haven't had a bite all day and it'll be a while before the club is dried out."

Octavia nods. "Certainly, Vinyl. I'll even be generous and pick up the tab." Both ponies exit.

Nodding, Orion takes Luna's hoof, "Back to base then! The Chief will want to see us."

"Yes, let us away for our next riveting adventure!" Luna walks alongside Orion. "And please, do remember to take the brake off before we go this time…"

"Fine!" They eventually find their way back to the box and go inside, and then it disappears, this time without a sound.


	2. Hungry Like The Wolf

Nightmare Night: Held on the last night of October, its purpose was originally to remember Nightmare Moon, and appease her by giving her candy collected by the foals of Equestria. Since Luna's return however, the focus changed. More emphasis was placed on candy and good-natured scares, with the occasional cameo appearance from Nightmare Moon herself, though she promised it was all in good fun.

Something was different this year, however. Strange noises had been heard from the depths of Everfree, noises that sounded like Timberwolf howls, even though it wasn't Zap Apple season. The mayor had spent most of the month debating whether or not to hold that year's festival in light of this, and while the plan had been to go ahead anyway, all that changed when reports of disappearing ponies, a mix of adults and foals, grew frequent.

On October 30th, a notice was put out: "The Nightmare Night festival for this year has been postponed. No candy is to be given out due to risks of attacks from the creatures of Everfree." And so, for the first time since the town's founding, Nightmare Night found Ponyville strangely devoid of decorations, and ponies as well.

Arriving in Ponyville as she had done every year since her return, Princess Luna arrived to what seemed like a ghost town. No ponies walked the streets, no decorations were hung from the homes and shops, and a cold wind blew over the landscape. She was certain that this was the night - after all, she had marked it on her calendar way in advance and eagerly counted the days until its arrival.

Seeing a flyer blowing along the deserted street, Luna grabbed it with her magic and read it. So this was the reason for the lack of festivities. A look of determination crossed Luna's visage - this was *her* night and no creatures from the Everfree Forest or elsewhere were going to stop the revelry! She set off in the direction of Princess Twilight's house, keeping watch for whatever rumored creatures could be lurking about.

* * *

><p>Twilight Sparkle was currently enveloped in a book Professor Orion had lent her. He hadn't said where he got it, but the subject matter was most interesting! He'd described it as the first ever changeling romance novel. Her eyes were wide as she took in the story, a glass of milk and a plate of cookies sat nearby, occasionally being snacked on when she reached the end of a chapter. As the hero, a young drone in love with a time-shifted warrior of Pegasopolis began an adventurous quest to save her beloved, a loud howl broke the still night air. She blinked, brought out of the story completely, then rose slowly to her hooves.<p>

Luna heard the howl too. She quickly cast about, seeking the direction from whence it came, but saw nothing. Approaching Twilight's door, she knocked loudly and called out, "Twilight Sparkle! We wish to have a word with thee!"

Twilight jumps and canters over to the door, opening it quickly with her magic. "Princess Luna! What are you... oh right, of course... well come on in, I don't think it's safe to be out tonight... the mayor thinks they're on the prowl." She moves aside. "Can I get you anything?"

Luna shook her head. "We require naught but an explanation, and why were we not summoned sooner?" she asked. "If the town required assistance defending itself from this foe, we would gladly provide it with but a word. And to disrupt this, the most magical of nights ... 'tis but a sacrilege!" Luna was pacing the floor, growing more agitated as she spoke. "Pray, tell me what thou knows about these vile ... creatures."

"Not much... all we know is that they sound like Timberwolves, and have been stealing away ponies in the dead of night... I've been trying to go out on a fact-finding mission, but so far I haven't had any takers... but they seem more restless tonight than ever." She looks into the eyes of the other Princess, clearly worried. "We've got to do something... would you like to come with me?"

"Let us away. The sooner these vile beasts are stopped and our dear ponies are rescued, the better," Luna replied. "Where is it that we must go?"

* * *

><p>"Everfree... probably near the old castle." She opens the nearest window and takes flight, shivering slightly in the cold night air. The streets remain as they are, abandoned and empty. Oddly however, something new has appeared... a trail of paw prints leading from the residential section to the forest proper. Twilight, darting down to get a better look, gasps in alarm. "They're coming from Orion's home…"<p>

"Our friend Orion is in trouble! Quickly! We must rescue him!" Luna was already at a dead run, making a direct path towards Orion's house. "If Orion is in any way harmed, our vengeance will be MOST unpleasant and quite messy!"

"Luna, wait!" Twilight gallops after her, her hooves pounding the grass as they approach the manor. Breathing heavily, she knocks on the door with her hoof once they arrive, and manages to shout "Orion? Are you there? It's me, Twilight! Luna is with me!"

Curiously, there is no response, only the creaking of wood as the manor house settles slightly in the wind. She knocks again, and still there is no answer. Frowning, she tries the door and finds it unlocked, and the rooms within dark as can be. She lights her horn, and discovers a distressing scene: furniture has been bitten into and ripped, great chunks taken from the wall. Confused hoof and paw prints are all over the floor, as if whoever it was was involved in a fight. Twilight shivers, and stands next to Luna with a frightened expression. "Where... where did he go?"

Luna studied the carnage before her. She traced each hoofstep and paw print, as if caught in a dance. "A pitched battle was fought here. Friend Orion gave as good as he received, yet I fear it was of little use, as he seems to have been taken by his foe." She points to the lack of hoofprints following the paw prints a short distance away from the scene of the main fight. Casting an illumination spell, the room glows in an eerie light as Luna searches around for more evidence. "I see no blood trails, so it appears either party is not gravely injured. Do you see anything, Twilight?"

Twilight peers around in the gloom, her own horn glowing softly as she works. "Hairs... some from a mane, others far too long to be from a pony at all... those must belong to the wolf." There also what appears to be the torn remnants of some paper... she floats them over, reading carefully. To her surprise, they appear not to be Orion's hoof-writing, but Raven's. There's a great deal missing, but what she can see are phrases like 'were,' 'phases,' 'night,' and 'hunt.' Twilight frowns, her brow furrowing. "Odd... I wonder what all this means?"

"More importantly, what has become of Raven? Was she taken by the foul beast, or did she escape?" Luna pondered this for a while. "Perhaps Raven knew the true nature of these beasts and they have tried to silence her! Time has become more of the essence. We must follow these paw prints - they should lead us to Orion, and Raven!" Studying the apparent direction of travel, Luna began to follow the trail. "Come, Twilight! The game is ahoof!"

* * *

><p>"Right away, Princess!" And so Twilight takes wing, toward the forest now. Once there, she lands and proceeds by hoof, horn glowing to light her way. As they approach the ruins of the old castle, the howling grows louder, and other sounds are audible: snuffling, grunting, growling, even the occasional bark. Eyes of various colors watch the two alicorns suspiciously, poised to strike from their positions in the shadows.<p>

Luna's horn glowed, but not for illumination. She kept her magic ready to cast at an instant should one of the shadow-watchers even dare to strike at the two. Above the two, and the ruins of the old castle, the moon glowed brightly, making the scene appear even more surreal. "We are most assuredly on the correct path," Luna remarked, "and I hope for their sake we find what we seek soon."

There seem to be even more paw prints in the castle, it seemed the mysterious wolves had made themselves a home here... as Twilight crosses the threshold however, one of the shadow-watchers leaps from its place and bites her tail, causing sparks of pain to shoot up through her body. "Ow!' she exclaims, turning around to see what had bitten her. She stares, thrown for a loop, at the sight: before her was a large male wolf, with grey fur and familiar green eyes... tufts of brown could be seen between its ears and at the tip of its tail. Twilight froze, taking in the sight. "...Orion...?"

Catching the wolf-like thing in her magic, Luna also regards the creature carefully. It did bear his colorings, but ... what could have caused him to convert to a more canine appearance? "Twilight! Art thou hurt seriously?" Luna asked, before turning to the wolf. "Orion, is it truly thee?" she asked softly, staring at the wolf.

The wolf's ears flick as he recognizes their voices... slowly, he lets go of Twilight's tail, staring up at Luna now. He gives a singular flick of his bushy tail, before licking Twilight's and Luna's cheeks in turn, as if saying hello.

"I do believe it is him," Luna says in between slurps, giggling slightly when "Orion" hits a particularly ticklish spot.

Twilight laughs and says, "He's so cute!" Then she reaches out with a hoof to pet the wolf. He responds immediately, tail swishing. He barks once, as if to get their attention, before trotting off on padded paws toward the remains of the throne room.

"We believe he's trying to tell us something! Come, let us follow him! Perhaps somepony has fallen down a well and needs us to rescue them." Luna trots off behind Orion, towards the ruins of the throne room. "I still wonder what caused the transformation…"

"So am I... I wonder how long he's been like this?" All conversation stops abruptly however, when she sees what it is in the throne room. A herd of ponies, all of them in various stages of painful transformation into a more lupine form, look helplessly up at the Princesses, some of the farther along ones growling and snuffling at them too. Orion trots behind a large, bubbling cauldron, and fills a glass with the strange, glowing fluid inside, which he then forces into the mouth of the nearest pony. A change had come over him, he suddenly looked fiercer, more animalistic.

* * *

><p>Raven Shadow gasps in fear as the liquid slides down her throat like fire, the changes beginning to set in immediately. Hooves splint and contort into clawed paws as her fur grows, her mane and tail becoming quite unruly. Fangs appear beneath her lips as her muzzle lengthens and reforms. When all is done, a purple wolf a little smaller than Orion lies on the cold stone floor, eyes wide. Orion, his intentions apparently revealed, levels a wolfish grin at the two alicorns, placing his front paws on the cauldron and rising up onto his back legs, as if about to tip it over.<p>

Luna and Twilight watch in horror, when suddenly Luna cries, "Twilight! Up!" With a flap of their wings, the two alicorns are hovering above the floor, just as the contents of the cauldron flow across where the two once stood. Grabbing Orion once again with her magic, Luna raises him to her eye level. "No! Bad Orion! Bad!" she scolds, and then casts a glance at Twilight. "Well .. it seems the thing to do." She looks around the room. "We must find a way to counter the potion's effects for these poor ponies. Surely Orion would have had an antidote, or the instructions to craft one."

Orion growls at his failure then snarls as he is lifted into the air, settling for flailing his paws and scratching Luna with his claws, instead... anything to pass on the curse! Twilight hums thoughtfully, "To reverse the transformation? It is a possibility... but what if he made it with the intent to make its effects permanent?" Nevertheless she swoops down and guides some of the fluid into a glass vial. "I'll go back to the library... I have better equipment there. What do we do with Orion? Can we give him the power of speech, at least?"

"We can try, but we must restrain him before he injures one of us, or himself." Keeping a distance from Orion's flailing paws, and sharp claws thereupon, Luna finds a length of cord from a long-ruined ceremonial banner. Using it to secure Orion's paws, she sets him down on the ground. Her horn glows and Orion is bathed in a bright light, which fades away after a few seconds. "Orion, we command thee ... speak to us."

Twilight takes off toward the library, leaving Luna alone with the wolf. Orion coughs, then speaks. It's definitely his voice, though tinged with gruffness from his current form... "So... you found me... always knew it was a matter of time... I hoped to have my plans complete before then though…"

Luna is shocked. Clearly Orion was under the influence of something that was wreaking havoc with his processing of right and wrong. "Orion ... friend Orion, this is most unlike thee. The Orion we know would never lift a hoof to harm another pony. What is it that thou are trying to accomplish with this ... this sorcery and dark magics?"

Conquest," he says simply, staring at Luna icily. "A force large enough to overtake the pony race, and replace it with our own, the wolves... tonight was supposed to be our night!" He looks to the spilled puddle of potion, now seeping down into the stone. "But all that is ruined, now... I hoped to induct you and Twilight into our ranks, but to no avail."

"Thou realizes that we would never have allowed thee to succeed, friend or no," Luna said icily. "Now, you will tell us who is driving thy will to undertake such a task. We know such a task goes against all our Orion knows ands holds true in his heart. Tell us what diabolical force has taken hold of thee. Speak its name that we may know our true enemy."

* * *

><p>"I... I will not!" he shouts, putting a paw to his head as if it pained him. "No... never! Please... don't make me..." He stops in mid-sentence, as another change erupts. His fur darkens to black, and his eyes change from green to bright yellow. The new wolf smiles darkly at the moon princess. "Hello again Luna," it says in a deeper voice. "You remember your old friend Lupus, don't you?"<p>

Twilight bursts into the room shortly after, holding a bright orange liquid in a large glass container. "Luna! I was able to synthesize a cure! If we give this to all the ponies who have been affected, we can restore them to their normal forms before the moon rises!" She stops and stares at the sight of the black wolf, "What happened here?"

"We caution thee to stay back, Twilight. Go, and treat the others, I will deal with this." LIfting Lupus/Orion in her magic, she carried him into another room. "Lupus. We thought that we were rid of thee all these years ago. Why hast thou returned to this plane, and why hast thou corrupted the body and mind of our friend?" Luna's eyes start to glow , and her voice is angry, though quiet. "Did we not warn thee last time what thou would face upon thy return?"

Lupus yawns as if bored, "You of all ponies should know that villains are never truly vanquished, only temporarily defeated. When you and your sister banished me to the astral plane, I took it upon myself to bide my time and wait for a new host... after all, once you were done with me I didn't exactly have a body anymore. In Orion, I found exactly what I wanted. He's driven, fierce, but most deliciously of all, there's a dark side of him that he has hidden to all... a side just waiting to be exposed." He smiles hungrily. "You do not frighten me, Luna... I will fight you, if I need to, killing your friend in the process. Unless of course, you decide to join the pack."

Luna didn't react, instead staring straight at the image of her old foe. "Always with the deal-making. We see the years have not changed thee at all. Understand this," she said, lowering her muzzle to his, "we know our friend Orion better than thou. He has a dark side, yes, as all ponies do, but his heart and his spirit are pure. This is why he represses his baser urges, and seeks the counsel of his trusted friends when he cannot battle alone the feelings of darkness rising within him."

Luna's eyes narrowed to slits. "And we know, better than anypony, that Orion would gladly give his life than surrender to those urges and harm his fellow ponies! Death would be his preferred option, and he would be glad it was us that would deliver him!" Luna's voice became a harsh whisper. "We destroyed thy body last time we met ... this time, we will destroy your very essence so thou cannot corrupt another of our subjects again. Thy existence can continue, if thou leaves this host and never returns to this plane again. There is no other option." Luna's horn glowed brightly. "Think quickly, my patience runs short."

Lupus snarls, "I will never give up, Luna! I shall have my Empire of the Wolf, no matter what you try to do!" He dives at the dark blue alicorn, sending his pointed fangs into the fur and skin of her neck, his claws raking her sides at the same time.

Luna cries out in pain and surprise, her front hooves lashing out at the lupine form before her. Metal-shod hooves connect with flesh and bone, again and again, until Lupus's hold is released. drops of blood fall from Luna's wounds. Luna's horn glows as bright as her eyes, and the fury of the Royal Canterlot Voice reverberates through the old castle walls, making the ponies in the throne rom cringe in genuine terror. "VILE SPECTER, WE COMMAND THEE TO LEAVE THIS BODY AND BECOME AS THE AIR! NO LONGER SHALT THOU CORRUPT THIS PLANE WITH THY EVIL MACHINATIONS! Quomodo nihil reversus sumes insta diebus æternitatis!" The entire room glowed white as Luna finished the incantation, a blinding, pure white light bathing all. When the light faded, two figured lay on the floor, each not moving.

* * *

><p>Twilight flies into the room, shaking from the force of Luna's shout. "Luna! Orion! What..." She gasps and dives down to check for life signs. "Both of you, speak to me... please!"<p>

Luna stirred slowly, wincing in pain at the bite and scratch wounds. "T-twilight ... the antidote, is there any left?" Luna croaks, "Please, give some to us if there is...we believe the spirit is defeated, but we cannot be sure yet…"

"Some..." The purple alicorn floats it over, shaking. "There's only enough left for one of you..." She stares at Orion's body, wondering. He wasn't moving. "Luna..." She trots to the grey unicorn and puts an ear to his chest, "His heart's beating... but weakly..."

"Give it -give it to Orion," Luna says weakly. "We can fight if the urges try to overtake us. Hurry, while he is still weakened." She shakily rises to her hooves. "Are the others ... the others cured of this affliction?"

She nods, "Restored and sent to the library... Spike is going to look after them." She tips the last of the cure into Orion's mouth. He swallows, though otherwise doesn't yet move. "Mmm..." he moans, almost inaudibly.

"Orion ... friend Orion, please speak to us. Is it truly thou? Hast the evil shade departed from you?" Luna asks quietly. She watches with Twilight, nervously awaiting his reply.

Orion gives a solemn nod, "Yes... but he took a lot with him..." He coughs a little. "I'm sorry, Luna..."

Lifting Orion gently in her magic, she shushes Orion. "Rest now, friend. We can talk later. There is no need to apologize now." She turns to Twilight. "Let us return to the library, and quickly. " She walks out of the room, carrying Orion in her magic.

Twilight leads the other two to the library, where Spike is just seeing the last of the guests into the guest room. At the sight of the prone Orion, he gasps in shock. He (Orion) seems to have several drops of Luna's blood staining his fur. "Is... is he gonna be okay, Twilight?" Spike inquires.

Twilight nods solemnly. "He needs to rest. Get some pillows and a blanket, and get some bandages for Princess Luna," Twilight says, "I need to craft more antidote."

Luna sets Orion down on a sofa, and settles on the floor next to him. "How did Lupus manage to possess thee?" Luna asked him quietly. "Thou can answer later if thou cannot speak now."

Spike nods and gets to work quickly, even making the two a cup of earl grey as he wraps them in blankets and pillows. Orion, after a while, finally opens his eyes. "I found a book... on potions... and heard whispering... when I looked away to find the source, I felt a pain my neck... when I looked, I found bite marks from a wolf's fangs... the next month, I turned into a wolf myself.."

"Where did thou find this book? We do not believe it can harm thee again, but we may ask thee to surrender it until we can study it further. We believe that might be how Lupus returned from the astral plane he was banished to by our sister and ourself."

"It was sent to me anonymously, but I will of course give it to you... it's in my study." He wraps his hooves around Luna and hugs her. "Are you going to be okay? Those bites look nasty…"

"We will be fine," Luna says, returning the hug. "We are more concerned for yours and Raven's safety. Rest now, my friend. We will fetch the book in due course."

Twilight returns with more of the antidote. "Here, this should do the trick."

Luna drinks the potion, and after making several faces, lays down next to the couch Orion is settled on. "Please inform the Mayor that the threat is no more and Nightmare Night can be held tomorrow evening." Twilight nods, and goes to do just that.

Once they're alone, Orion yawns and closes his eyes, smiling tiredly at Luna. "See you in the morning, then?" he asks softly.

"We will see thee in thy dreams," Luna replies with a smile. "Sleep well, my dear friend."


	3. Hearthswarming Eve

It was the night before Hearthswarming Eve, and all throughout Canterlot Castle, a festive joy filled the air. Decorations were hung, feasts prepared, carols rehearsed. But now, the castle had settled in for a good night's rest, with the promise of the gifts tomorrow would bring. Outside, a bat-winged unicorn stallion flew toward the windows of the Lunar Tower, bearing a gift in his hooves.

Princess Luna, watcher of the night, did not rest simply because it was a holiday. She stood watch from her tower, keeping an eye on the sleeping cities. Spotting a familiar figure winging his way toward the tower, she opened the large glass doors. Smiling, she called out, "Welcome, dear Orion! How art thee this fine Hearthswarming Eve?"

Orion smiles and sails through the doors, landing easily on the balcony and embracing the blue aileron in a hug, "I am splendid, dearest Luna! It's so good to see you again! How are things with you and your sister?"

"Things are well, dear friend," Luna says, giving Orion the Royal Canterlot Hug (reserved for special occasions and ponies). "All appears peaceful, as it should this night, but we will watch as we do every night. Pray, what brings thee out on such an evening? Dost thou not desire to be with thy family?"

"There will be time enough for that in the morning," Orion says, after he's managed to recover his breath from being hugged so tight. "I came to give you something." He lets go after a while, "May we adjourn to your chambers?" The gift wrapped box has been transferred to his back by now, supported by his wings.

"Of course, we may retire to our chambers for a while. Please, walk with us." Luna leads the way to her spacious chambers, and closes the door after the two enter. "We were not expecting thee to grace us with thy presence so soon, Orion. Nonetheless, we are quite happy to see thee. What dost thou wish to give us?"

Orion Shadow smiles and presents the box toward her, "I think you'll like it… I called in a few favors from Trottingham." Inside the box was a silver necklace, with a round centerpiece. Inscribed on one side was Luna's own cutie mark, and on the other side, Orion's. There was also a card, which read: "Dearest Luna: Your friendship has meant the world to me these last few years, especially in light of Raven's passing. Without you, I probably would have either destroyed myself out of sorrow, or become a bitter shell of my former self. You saved me from my inner demons, and you've been as loyal as any friend can be. Happy Hearthswarming, Luna. Always, Orion."

Luna gasped in surprise, reading the card and studying the ornate necklace, before slipping it around her neck. "Orion ... this is truly the best gift we could have hoped to receive!" She moved to Orion and gave him another hug (normal this time, but with extra nuzzles). A box floated over to the two. "We hope thou likes our gift to you ... it is not as fancy as thine, but it is from our heart." She presented it to Orion.

Orion gives her a hug back, nuzzling too, before tilting his head in curiosity as he says, "For me? Oh thank you, Luna… I'm sure I'll love it!" He opens the box dramatically!

Inside the box was a simple scarf, or so it would appear. Crafted from the finest wools, in a variety of colors, it seemed to never end when Orion removed it from the box. A card inside, written in fine calligraphic script, read as follows: "Dearest Orion, Thou hast always been a loyal friend and a true companion to us, and we shall never forget thy kindness and caring. We made this scarf for thee with as much love and care as thou hast shown us in our association, and it is our fervent hope that thou will remain our closest friend. Happy Hearthswarming - Luna."

Orion gasps and holds the scarf close to himself, nuzzling it. It even smelled like Luna! And it was so soft, and warm! He wraps it around himself, or at least as much of it as he can, before wrapping the moon princess in a hug of his own, "Oh Luna… thank you… I will treasure this until the end of my days."

"Thou art most welcome, dear Orion," Luna said, holding her friend in a tight hug. "And we promise thee, after thou hast passed from this world, we shall always remember thou and our friendship."

"And I promise to look down on you from the afterlife, maybe pop in every so often as a ghost." He grins a bit. "You wouldn't mind if I stayed here the night, would you? It's a long flight here from Ponyville, even with the scarf…"

Luna smiled. "Of course, Orion. Thou may rest here until the morn, at which time thou shouldst be with thy family." She led Orion to her bed. "Thou may sleep here tonight while we watch over our ponies." A flick of her magic pulled the covers back. "Please, make thyself comfortable."

Orion Shadow climbs into bed, snuggling up with his scarf and pulling the covers over himself with magic, "Happy Hearthswarming, Luna. And goodnight."

"Sleep well, dear one," Luna said, giving Orion a quick tuck-in and a peck on the forehead. "We shall see thee in thy dreams."

Orion blushes as he's kissed, then eventually falls asleep, as a snow outside begins to fall.


	4. Starlight

A cold, wintry wind blew through Ponyville's nighttime sky, and those few ponies who were out on such a raw night watched as their breath fogged into tiny clouds. But Orion Shadow was not bothered by the cold. He sat alone on his balcony, staring up at the clear sky and thinking hard of a night just like this, one year ago... Raven had been alive back then.

In the weeks since her untimely death, a great change had come over the grey unicorn. He rarely went out, and spent most of his time shut up inside his house, specifically his study. He talked little, save for the occasional greeting with Steno Pad, his loyal assistant, or (of course) a conversation with his foals about their schooldays. He would stare for hours at a picture of his beloved, then look to her empty side of the bed and cry, because he knew she would never come home again.

He was, in short, lonely and heartbroken. Carrie's presence had helped, but it wasn't quite the same. He sighed softly into the air, wishing he knew where Raven was now, so he could hear her voice once more. But most of all, he longed for an end to the loneliness.

The soft thump of hooves announced the arrival of Princess Luna, Orion's closest and dearest friend. She had been there the day the tragic events unfurled, and knew, on the anniversary of the event, that Orion would be more in need of some form of companionship.

Slowly approaching Orion, she spoke softly. "'Tis a cold night, my friend. Might we inquire what thou art doing out here instead of by the warmth of the hearth?" She sat next to Orion. "And, might we inquire as to why we have not received a visit from thee in far too many days now?"

Orion looks up at the sound of hooves, and then the sight of blue fur... his heart lightens just a little. "I felt like being out here a while," he says distantly. "And... well, I've been busy with house matters... and you have a country to run. Courts to hold, meetings to attend, things like that... I needn't bother you." He sighs a little. "I haven't had much interest in things these days... it's only been a few weeks, but it feels like it happened yesterday... I feel like a part of me has been ripped apart." He looks into her turquoise eyes. "Do you know that feeling?"

Luna shot Orion a look. "Orion, thou of all ponies know that we never consider thy visits as a burden or inconvenience. We are never too busy to make time for our dearest friends, of which thou hold the highest place, and thou are certainly never a bother." She looked directly at Orion, a look of knowing and sympathy in her eyes. "We do know the pain of loss. All too well. Be mindful that we have watched far too many friends and ... yes, even lovers, pass away. We will bear witness to many more; it is the price of immortality. But we do know that sealing thyself away as a hermit and shutting out thy friends when thou needs them the most will not heal thy heart."

"But what am I to do, Luna?" he asks, shivering despite himself. "There's nopony else in the world who could come close to filling the hole she left... what use is there in searching? I am not an immortal, like you, nor a royal... I have one life. And with her gone... I don't know what else to do with it."

Luna wraps her wings around Orion, shutting out the chill of the air. "We will share some very wise words that we received many years past. We were still quite young, and we had our first taste of romance. Oh, what a stallion he was! Smart, attractive, strong ... all a young mare in love could desire. We spent many a year together, and one day, as mortal ponies are wont to do, he prepared for his final journey. We were deeply saddened, vowing to do whatever it took to keep our lover by our side, to never let him go ... and he refused each time.

"Finally, he looked at us and asked, 'Why are you doing all of this?' We replied it was because we loved him. His final words to me were, 'Good. Now go love somepony else.'" Luna placed a hoof on Orion's. "The emptiness thou feels will never leave you, but finding somepony new to share your life, your joys, and even your sorrows will make it feel less empty. Do not shut thyself away, Orion. Thou art too good a pony for that."

Orion smiles at the hoof on his own, and looks into Luna's eyes once more. "I have often wondered... though we are as close as can be... have you ever wanted more?"

Despite her dark coloring, Luna's cheeks reddened slightly. "We would be a liar if we denied having any interest in thee. We kept it to ourselves in the interest of decorum, thou being a married stallion and all. But, there were times when we did wonder what it would be like with thou."

Orion Shadow smiles a little at that. and leans in a little. "I... would not mind finding out. I've often had similar thoughts about you." He takes the plunge, and kisses her lightly on the cheek.

Slightly taken aback by the impromptu kiss, Luna's cheeks redden even more. Gazing straight at Orion, she leans in and kisses him full on the lips - a deep kiss, filled with affection and a great love.

Orion Shadow gasps but finds himself kissing back, awkwardly at first but with great love and affection after a while. His hooves pass briefly through her ethereal mane, as they did the first time they met.

Luna wraps her hooves around Orion and pulls him in closer, a passion igniting between the two as they kiss under the chilly night sky. Breaking the kiss, she looks at Orion, smiling brightly as she strokes his mane. "Did we meet thy expectations?" she asked with a flirty grin.

"Spectacularly," Orion says with a smile, his tail flicking as his mane is stroked. "Shall we go in? I can make us cocoa."

Luna nods. "Yes, that would be lovely." She follows Orion into the house.

Orion Shadow enters and goes downstairs to the kitchen to begin making coca, letting Luna sit down at the table. "Kissing you... my goodness! It was quite a thrill, I've never experienced anything like it! How was I?"

"It was better than we could have imagined," Luna said, sitting down. "We can now see we were correct about thee, and thou managed to surpass even our best dreams about that moment."

Orion Shadow blushes bright red at that remark, "You've dreamed about me?!" He pours the cocoa into mugs and serves it, complete with a dish of marshmallows.

"As we had stated, we had developed quite the crush on thee," Luna said, spooning some marshmallows into her mug. "Our sister did tease us when she learned our secret ... but we bore no grudge for it was the truth." She took a sip of cocoa. "This is marvelous, my dear Orion."

Orion Shadow smiles softly, adding marshmallows to his own, "Thanks you... I find the peppermint works wonderfully in winter." He smiles across the table at the blue mare, "I've always liked you... even when I was a little colt, and I heard the story of Nightmare Moon... I wasn't afraid."

"We could see thou were strong of heart, and filled with courage. What drew thee to us?" Luna asked, intrigued.

"Your mysterious nature, I think... and how much you loved your nights... I remember wishing I had a time machine, so I could go back and visit you on the moon, so you wouldn't be lonely." He holds her hoof in his. "And more recently, after Chrysalis invaded... how quiet you are."

Luna smiled. "We do not need lots of words to reveal our true nature," she said softly. "We allow our actions to speak for us, we use our words only when necessary."

"I admire that... and not just because I talk too much." He chuckles a little. "How about you? What drew you to me?"

Luna stops to think for a moment. "The way thou conducts thyself, the quiet aura of strength thou projects, thy intelligence, thy love of our night ... these are but a few of the reasons we found ourselves drawn to thee. We are glad we got to know thee as a friend first most of all."

Orion blushes a little, nodding. "So am I, Luna... you're a wonderful, fascinating mare... I am glad to call you my friend. And who knows, perhaps a lover."

"Perhaps, my dear Orion. We feel it is best not to rush into these matters headlong, rather let things progress as they will and follow along." Luna looked down at the table. "It, um ... it is a path we would not mind walking with thee."

Orion Shadow looks mildly surprised, "...Really? You mean it?" He sounds hopeful. "I... I would like the same…"

Taking both of Orion's hooves in hers, Luna leaned in over the table. "Then, let us see where the journey takes us," she said quietly, kissing Orion again on the lips.

Orion kisses her back, more confidently this time with much more passion. He drinks in her scent, allowing it to fill him. It felt so warm and soothing!

Luna took the kiss deeper, moving closer to Orion and drawing him close, wrapping her hooves around him.

Orion lets himself fall into her grip, wrapping his own hooves around her as he goes deeper still.

Luna caresses Orion's back, her hooves moving up and down from his shoulders down toward his flanks and back again.

Orion meanwhile rubs the spaces of her back between her wing joints, being very careful so as to not exert too much pressure on them.

Luna sighs contentedly, releasing the kiss, but not Orion. "It has been years since we felt this god."

Orion chuckles, "I am glad to have helped that, Luna... I'm already feeling better thanks to you." He smiles, taking a marshmallow and popping it into her mouth.

Nomming happily, Luna smiles. "We are glad for that. And we expect to see thee for tea at the palace next week. Perhaps some stargazing afterwards ... if thou wishes."

"Of course," Orion says with a smile. "On both counts. I may even fly there, this time." He winks.

"We will look forward to thy arrival, however you choose to do so." She gives Orion a peck on the nose.

Orion blushes bright red, and smiles. "Of course. Farewell for now, I suppose?" He kisses her nose back.

"For now ... but we will see thee again soon." Wrapping Orion in her biggest hug of the night, and kissing him tenderly, she prepares to depart. "We are glad thou art in better spirits, my dear Orion. Please, call upon us if thou are troubled and we will be there for thou."

"And I will be there for you," he promises, smiling and watching her go. "Goodnight, dear Luna. I'll see you in my dreams!"

"As will we, my dear one. We will see thee soon!" With a mighty flap of her wings, Luna ascends into the night sky and back towards the castle.


	5. Infestation Alternate Ending: 1

Steno trots along quietly, his face stoic in nature, betraying nothing. The palace guards allow the group entrance without so much as a word of challenge. Steno leads the group through the castle, and past the heavily-guarded hallway. Familiar voices can be heard, although faintly, from the vast expanse. The guards in the hallway seem to be on higher alert, watching the group pass as much as they are watching the heavy doors at the end of the hall.

Steno leads the group to a well-furnished room. "We weren't expecting you to bring company. I will make arrangements for the rest to have places to sleep. The queen will more than likely want to see you early in the morning. I suggest you get some good sleep." Steno then exits the room and closes the door, locking it from the outside.

"I really wonder what could be in that hallway," Orion says, more to himself than the others. "But the guards won't let me look, and the queen would kill me." He shrugs. "Maybe it'll reveal itself on its own." He shrugs, crossing the room to stare out the window at the moon. "It's a beautiful night," he says finally.

Raven trots out to the balcony to join her husband. She gazes up at the night sky. "It's a wonderful view of the stars from here, much clearer than it is in Ponyville," she says. "And the moon ... seems bigger here, like we're closer to it." She sighs and nuzzles in to Orion. "Do you think we'll be okay?" she asks, a touch of worry in her voice.

"I hope so," says Orion at last, wrapping a foreleg around Raven and holding her close. "As long as we do what the Queen asks of us, I don't foresee any major problems… but she is also temperamental… anything could happen to us." He sighs softly. "It's going to be a rough time for us… the best we can do is stick together." He turns away from the window. "Let's get some sleep," he says, trotting to one of the other beds. "We'll need it."

Raven nods. "I'll get the children settled in, and I'll join you in a moment," she says, trotting to where the children lay. After making sure they were properly settled, she joined Orion and was soon asleep.

Orion falls asleep as well, entwined with her, but dreaming troubling dreams.

Strange sounds can be heard through the night, but as tired as the two are, they pay them no mind and return to sleep.

Orion wakes the following morning and stretches out, still holding Raven in his hooves. His eyes open and he looks around.

Vincent and Melody are awake, and looking at Orion. "Good morning, father," they say in unison. Their smiles seem unnaturally wide, and a quick flash of green appears in their eyes.

Orion Shadow eyes the flashes, and frowns. "Something's wrong…" He moves to wake Raven up.

Raven stirs, and mumbles. "Wh-what is it?" she asks sleepily. Her eyes open and she sees the concern on Orion's face. "What happened, love? Is it the children?" Her face shows concern and a little fear.

"They've been replaced," he whispers back. He turns back to the foals. "What have you done with Melody and Vincent?" he growls, looking angry. "I'm not stupid. I know when I'm being lied to."

"We've become one with the hive, father... it's really quite nice," Melody replies."We're still your beloved children, and we haven't been harmed in any way." Her eyes revert to a glowing green state while her overall appearance remains unchanged.

"Join, daddy!" Vincent exclaims, his eyes converting to the same state as his sister's.

Orion turns to face Raven. "Run!" he exclaims, grabbing her hoof and cantering toward the door.

Raven's hoof slips away from Orion, as she remains in the bed. "The door is locked from the outside. And besides, where would you run?" Raven asks, a smile crossing her muzzle ... and a green flash crossing her eyes. "Relax, my darling. Our great queen only wants us to be one with her hive. Do not resist her ... I would be devastated if you were sent for execution." Her eyes glow bright green. "It's quite painless ... and very liberating. Please join us."

Orion Shadow: "Never!" His horn flares to life as he backs away from the three. He glares at each of them in turn. "You'll have to drag me there yourselves."

The lock to the door clicks, and Queen Chrysalis enters, flanked by two burly-looking guards. "Oh, come now, Sir Orion. Why must everything be a struggle with you?" she practically purrs.

Orion glares at Chrysalis, unafraid. "We had a deal!" he spits out. "I would do as ordered, and you wouldn't harm my family. I don't know about you, but I find inducting them into the hive to go against the terms of our agreement."

"Our deal is intact ... your family hasn't been harmed in any way," Chrysalis replied. "They have merely become my servants, swearing their fealty to me as they once did to your weakling princesses." She approached Orion slowly, warily. "Do you not wish to be one with them once again? You will retain all of your memories and personal effects ... but your loyalties and mind will be linked to me." She smiles a feral smile. "Of course, if you prefer to do things the hard way..." she chuckles, turning it into a long, loud laugh.

Orion heaves a deep sigh, turning to Raven. He goes over and holds her hoof. "Tell me how we met," he asks her softly. "If it really is you…"

Raven smiles a deep, loving smile. "It's a funny story, really... I was in Trottingham with instructions to kill a troublesome noble... but then, when we met, he took me in." She giggled. "I fell hard for him that day ... and I fall deeper in love with him with each passing moment."

Orion Shadow kisses her cheek, gasping slightly. "It really is you…" Holding her close, he turns to Chrysalis. "I'll join," he says finally, sinking into a true bow at the changeling's hooves.

Chrysalis smiles, her horn glowing s soft green. "A wise choice. Now, hold still and clear your thoughts." She touches her horn to his, the green glow getting brighter, encompassing Orion's head completely. "You are my servant now, your loyalties belong to me. You are one with the hive, and the hive is one with you." The glow subsides and Chrysalis steps back. "Rise, my servant. You shall aid me in turning Canterlot's nobles to me, and once that is complete, my conquest of Equestria will be finished!" She laughs loudly, throwing her head back, an evil smile on her face.

Orion's already green eyes simply glow a brighter version of the same color, in time with those of the others. "Long live the Hive! Hail Queen Chrysalis!" he shouts as she laughs, still bowing.

The chant echoes through the castle as each changeling responds. Chrysalis just smiles.

Orion rises again, and looks around for a calendar. "The meeting is tomorrow! At the estate!" He glances back to his family. "We must prepare!"

Steno Pad enters the room. "All will be done as you ask, Orion. Just prepare a list and we will be ready for the meeting." He smiles a toothy smile. "Oh ... and welcome to the family."

Orion smiles back. "It is a pleasure to be one of the hive, Steno. I can't imagine why I waited so long." He floats over a quill and parchment, writing furiously, before hoofing him the list. "Have my finest waistcoat pressed and ready, my spare glasses polished, the manor dusted and cleaned, the kitchen restocked, and the dining room converted into a sort-of conference room. Refreshments should be prepared as well."

"As you wish," Steno said with a small bow. He immediately trots off, carrying the list with him.

"For now, we wait," Chrysalis says. "No point in rushing anything when we're so close to victory. I want to savor this moment," she purrs happily.

Orion nods a bit, moving to sit near Chrysalis. "I assume the sisters and the element bearers have been disposed of? Or brought to our side?"

Chrysalis waves a hole-y hoof. "The elements are of no concern to me. Each is contained in Ponyville, separate from each other. As for the sisters ... I have special plans for them," she replied with an evil cackle.

"But they are so powerful! Twilight Sparkle herself is the most powerful unicorn in Equestria... With her fighting for us, we'd be unstoppable!" Orion points out.

"She is also the most loyal to those princesses," Chrysalis spat. "First, we will turn her lesser-powered friends. Then, once she sees what we've done to her beloved princesses, and with her friends at our side, she will have no choice but to bow before me!"

Orion allows himself a smirk. "May I turn them? I would happily do anything to serve you, after all."

Chrysalis casts a glance at Orion. "My, aren't we an eager one! I will allow it, but you will be accompanied by Steno and one other." She smiles, her eyes narrowing and her fangs visible. "Do not attempt to trick me, my dear Orion. Or your fate will be worse than the one I have for the sisters."

Orion Shadow smiles back, his eyes glowing slightly. "I would never dream of it, my queen." He looks to Raven next. "What about you, sweetie? Would you like to come?"

"I would love to, my darling," Raven replied, "but I would need to bring the foals along as well. If it is allowed, I would be delighted to go with you."

Orion nods happily, looking back to Chrysalis. "May she join us? Or is she needed elsewhere?"

Chrysalis sighs. "Oh, very well ... now, prepare yourself for the meeting tomorrow. After which, you will go to Ponyville to finalize our conquest. And remember," she says, a greenish glint in her eyes, "Do not fail me."

Orion salutes. "Yes ma'am, I won't fail you. Come, Raven!" He makes his way back toward their suite, to clean himself up.


	6. Infestation Alternate Ending: 2

The next day, Orion is sitting in the converted kitchen of Shadowfall manor, looking every bit the powerful noble. He waits patiently for the other ponies to arrive.

Steno trots up to Orion. 'The final preparations are complete. You're sure you will be able to turn the nobles without any assistance? I can always have a contingent standing by, just in case."

He nods. "I should be able to. Words have power, after all. But if they resist, let the contingent capture them. Just keep them hidden from sight. Understood?"

"By your command," Steno says with a slight bow. He turns and exits, as a general clamor can be heard from the main foyer. The nobleponies from Canterlot are escorted in, and each takes a seat at the table, voicing general confusion at the suddenness of the meeting.

Orion rises, and clears his throat. "Good morning, assembled lords and ladies. I suppose you are wondering why I called you here?"

"This better be damn good, Orion," an older noble pipes up. "What with all this changeling hullabaloo going on, this is not the best time for a social call." Calls of "Hear-hear!" and "Harumph!" echo through the room.

Orion frowns, and stamps a hoof. "Silence! First of all, I am to be addressed as Your Lordship. Second of all, this is not a social call. I have asked you here because Equestria needs you. More to the point, your ruler needs you." He emphasizes the singular rather than the plural form of the word.

The older pony, seemingly the spokespony for the gathering, snorts. "Very well, Your Lordship. What is it that Princess Celestia asks of us to rid our fair lands of this changeling plague?"

"You make assumptions, milord. I never said Princess Celestia." His eyes glow softly. "The sun has set. The Queen has taken her place. You are the most powerful nobles in our country, and she requires your service. Do you dare say no?" His voice is low, almost hypnotic.

The nobles are stunned into silence for a moment, before chaos reigned over the hall. The elder pony raised a hoof to settle the mob. He turns deliberately to Orion. "Are you saying, my dear Sir Brownmane, that we are to swear fealty to that…that… insect over our beloved Princesses?" he says at almost a shout. Calming himself slightly, he speaks coolly and flatly. "I never would have expected such treason from you. I've known your family for years, always on the side of the just and righteous. Your Lordship... frankly, you disgust me." He sits down slowly, his gaze such as to burn a hole through Orion's skull.

Orion's horn begins to glow, softly at first but getting brighter as he channels more energy. "You disgust me," he echoes. "How DARE you refuse to follow our Queen, to do what your nation asks! If you will not join willingly, then you will join by force!" Swirls of blue magic, flecked with poisonous green, race through the air, and into the ears of the gathered nobles, where they dissolve into mist that fills their heads for a moment or two before finally fading away.

Each noblepony reacts with an instant of pain, then silence, followed by a serene expression. As each one blinks their eyes, flashes of green can be seen. The elder noble relaxes his gaze, a smile crossing his face. "I do apologize, good Sir Brownmane. I speak for all when I swear our allegiance to Queen Chrysalis!" The hall erupts into a loud cheer.

Orion smiles back. "Very good, everypony! Now off with you! Return to Canterlot and finalize our conquest!"

The nobles file out of the room, taling animatedly amongst themselves. Steno appears after the last of them has left. "Good work, Orion. The queen had her doubts; this should serve to put her at ease. Now, I believe you have unfinished business in Ponyville. Your family will be waiting at the train station for you. Good luck."

Orion nods in thanks, and makes his way to the train station.

At the station, Raven and the children are waiting on the platform. Raven smiles when she sees Orion approach. "I trust things went well with your meeting, my husband?" she asks, a noticeably greenish hue visible in her eyes.

Orion nods, a similar green hue in his eyes, though it wasn't as noticeable. "Oh yes... I cast an assimilation spell on them all."

"Excellent," she replies simply. They board the train, and take seats in an empty car. "Orion, I worry that things in Ponyville won't go as well as they did in Canterlot. Do you really think you can turn the Elements to Chrysalis's side?"

"If I do it properly, yes... A little mind control goes a long way, love." He chuckles softly. "Fluttershy will be very easily brought over, Rainbow will be one of the toughest. Pinkie, Rarity, and Applejack... We'll see. But I'll save Twilight for last."

"A wise plan, love," she says softly. She looks out the window at the passing scenery. "Twilight's magic is strong ... I doubt that, even with the other five elements, she can be turned easily. And if she resists ... " She shudders a little bit. "Just be careful, my dear. I would not want to lose you."

Orion nuzzles the mare softly. "I'll be alright, I promise. You and the foals will be in the manor, correct?"

"We will await you there." She kisses his cheek. "Good luck, darling."

"Thank you dear, I'll see you soon." He kisses back and once the train stops, he takes off toward Fluttershy's, trotting casually.

Fluttershy was busy tending to her garden near her cottage. She hummed a quiet tune to herself as she worked, stopping when she heard Orion's hoofsteps approach. "Oh ... hello Orion," she said softly. "How are you today?"

"I'm doing quite well Fluttershy, how are you?" He asks with a smile. "I'm surprised you aren't hiding inside, given all the changelings flying around these days."

At the word 'changeling,' Fluttershy eeps and dives for cover in a nearby bush, only her eyes visible as they dart around. "Y-y-you haven't seen any around, have you? They've left me alone for the most part...b-b-but every now and then they come around."

"I've been in conversation with some of them... I promise you have nothing to be scared of, they really are quite kind," Orion replies, in a soothing voice.

She pokes her head out of the bush. "Really? A-are you sure they won't hurt me?" A snapping twig sends her darting back into the bush again. The bush is visibly quaking.

"Very sure." He extends a hoof. "Come on out of there, dear... It'll be okay. Trust me."

A trembling yellow hoof emerges, followed by an equally trembling yellow pegasus. "O-o-okay, I'll trust you. You've always been nice to me…."

"You're welcome, dear." He smiles and helps her out of the bush. "I have to go, but when you see another drone, ask them to take you to the queen."

"The-the queen? Why would I want to do that?" she asks timidly. She then sees the faint greenish glow in Orion's eyes. Right before full-blown panic sets in, she faints.

Orion sighs and uses his magic to place a gentle assimilation spell on her, before going over to Sugarcube Corner.

Pinkie Pie was her usual bubbly self, bouncing around Sugarcube Corner, arranging trays of baked treats for sake in the display counter. She vigorously waves hello to Orion when he enters the shop. "Hi, Orion! I've missed seeing you for a few days because you always come in and buy a dozen scones and some muffins for your family but you hadn't done that recently and I really missed you and never do that again because it makes me all sad when I don't see my friends-" she takes a deep breath "-so what can I do for ya?"

Orion laughs and says "A dozen scones and muffins please!" He says cheerily. "How has business been these days, in general?"

"Oh, it's been kinda slow since all those changelings came into town," she says, filling his order while she talks, "but we still manage to get ome ponies in now and then to buy something and even the changelings come in now to get a few treats so it's not been all too bad, but what have you been up to with disappearing for so long and then suddenly showing up int own again you busypants baronet you?"

"Doing baronet things," he says. "As it happens I've become acquainted with some changelings myself."

A massive pink face with huge, expressive eyes suddenly fills Orion's field of vision. "YOU KNOW CHANGELINGS? Like, personally on buddy-buddy terms? That sounds soooooooooo COOL! I've always wondered what it would be like to be a changeling but I don't think it will ever happen and none of the ones in town want to even talk to me because they say I freak them out and I don't know why..." She abruptly stops. "What are changelings like?" she asks, pushing the box of treats across the counter.

He takes the box and pays then says "Very militaristic, highly loyal to our- that is, their queen."

Pinkie caught Orion's brief slip, and eyed him carefully. "Saaaaaaaaaaaaay, you're one of those ponies that got caught by the changelings, aren't you?" she asked suspiciously, looking him over top to bottom carefully. I thought something seemed different about you…"

"Very astute of you Pinkie," he says fairly. His eyes glow hypnotically. "We can use your baking skills, you know. Every little bit helps."

Pinkie's eyes glaze over and her jaw goes slack. "okee dokee lokee," she says flatly.

He nods, satisfied. "Have a good day, dear! Say hi to the Cakes for me." He moves off to Sweet Apple Acres, carrying the baked goods.

"Bye Orion!" Pinkie shouts, a greenish hue to her eyes.


	7. Infestation Alternate Ending: 3

It's a typically busy day at Sweet Apple Acres. Big Macintosh was out turning the dirt in the back forty, and Applejack was busy bucking trees in the main orchard. A rhythmic cracking noise was heard as each tree was struck in turn, the apples dropping into buckets below.

Orion trots along into the orchard. "Good afternoon, Applejack! Good to see you!"

Applejack wipes the sweat from her brow and adjusts her hat. "Howdy there, Orion! What brings you out this-a-way?"

Orion Shadow: "Just visiting ponies," he says. "How's the family?"

"Same as always, sugarcube," Applejack replies. "Apple Bloom's off on another of her cutie mark crusades, Me 'n Big Mac 're busy around the farm ... don't help none that there's changelings around neither." Her face darkens. "Caught a couple of 'em sneakin' around the other night. Big Mac whomped 'em real good, I reckon. Ain't seen 'em since."

"I'm sure they're not all bad! You have nothing to fear!" He swallows the sudden feeling of fierce anger toward the pony who would dare to hurt his brethren.

Applejack's eyes narrow. "Why are y'all defendin' them bugs all of a sudden? Didya forget how they tried to overthrow Princess Celestia that time?" A brief flash of green catches her eye, and hers widen. "Oh lordy ... you're one of 'em!" She runs toward the fields. "Big Mac! We got trouble!"

Orion sighs and quickly casts the assimilation spell on Applejack before taking off at a gallop for the Carousel Boutique.

Rarity was busy working on her latest masterpiece of fashion. Her sewing machine hummed along as pieces of fabric were stitched together. She hummed a simple tune as she worked.

Orion trots up, doing his best to look calm and dignified. He knocks on the door a few times with his hoof.

"Com-iiiiing!" Rarity's voice rings out as she trots to the door. Opening it, she smiles. "Why, Sir Orion, what a pleasant surprise! Do come in, won't you?" she says, stepping aside.

"It's good to see you again, my dear Rarity!" says Orion happily, giving her a smile. "How has business been these days?"

"Oh, the fashion world never stops, changeling invasion or no," she replies. "As long as ponies want to look nice, I'm happy to oblige. So, what brings you around today, dear sir?"

"Just a visit! I've been very busy myself these days. The changeling incursion has affected even the nobility." He nods some.

"Oh dear me," she says, raising a hoof to her mouth. "I do hope it's nothing serious ... why, think of the business I could lose!" She clears her throat and blushes, "Er, that is ... my dear friends turned over to the changelings ...how horrid a fate!"

Orion Shadow looks astonished. "Now Rarity, I'm surprised at you! Surely a businessmare like yourself can see the potential profit to be made! Even changelings ought to look nice, don't you think? It'd be an entirely new avenue to explore!"

Rarity thinks for a moment. "Hm, yes, I could see the potential of ... wait a moment ... that's not the Sir Orion I know speaking fondly of the changelings!" She slowly backs away. "P-please ... don't hurt me ... tell me what you want and it's yours…."

Orion's eyes glow a bit more as he speaks. "All I want is for you to do exactly what you've been doing. You're a splendid designer my dear, I mean it! But broaden your horizons, and start designing for changelings too. A varied clientele is important, isn't it?"

Rarity's eyes widen in fear. "What are you ... what ... no, don't come closer!" Her horn starts to charge. "I mean it, you .. whatever you are!"

Orion sighs, his horn glowing blue with flecks of green as he casts his assimilation spell. "I am The Right Honorable Sir Orion Brownmane Baronet, noble lord and loyal servant of Chrysalis, queen of the changelings. I am a member of the hive, and you will be too." Mist flows from his horn and toward the other unicorn.

Rarity stops, stunned, as the changeling magic overtakes her. Her eyes wobble and change to a bright green color before returning to their normal hue. "Of course you are, darling. Please send my regards to your lovely wife and foals. I should return to work now..." she says flatly.

"Be well!" He turns and departs, inspecting the skies for a certain multicolored pegasus. "I wonder where Rainbow Dash could be…"

A bright flash of color crossed the sky, light blue with multicolored accents. It could only be Rainbow Dash, engaged in her daily routine of aerobatics and flight practice. Looking down, she spotted Orion and set down on the ground, kicking up a large gust of wind. "Heya, Orion! Heard the news lately?" she asked.

"I have indeed, Rainbow! Myself and the other nobles have been right at the center of it!"

"Whoa, you mean they're in Canterlot, too?" Dash seemed surprised by this turn of events. "I mean, I knew they were everywhere around here. There's rumors that there's some weird pony turning everyone into changelings!" She waves a hoof dismissively. "No matter. No changeling is a match for the Wonderbolts anyway! I'll bet they have all those changelings run out of town even faster than ten seconds flat!"

Orion blinks. So he was being tailed. "Oh, I don't know… three aerial acrobats against three million drones? Their odds don't look good to me. Still, I suppose it's good to see you won't let the Wonderbolts down, even in a time of crisis. Very loyal of you!"

She puffed her chest out. "That's me! Loyal to the very end and beyond!" She stopped and looked hard at Orion. "Say, you look like the same dude that's turning ponies into changelings..." Her eyes narrow, and she lifts herself into the air slightly with a flap of her wings. "But that's just silly, isn't it, Mister Orion?" she asks, hovering near to him and fixing him with a stern glare.

"Oh, indeed! Incredibly silly!" Orion lies. "Do your friends know?"

"Yeah," Dash replied. "Twilight clued me in, told me what to look for ... said the pony would have a greenish glint in the whites of his eyes." She leaned in close, her own eyes unblinking. She gasped when she saw the brief flicker of green, and pointed a hoof. "Twilight was right! It was you all along!" she gasped.

Orion smiles again, darkly of course. "Guilty as charged! It -is- me." His eyes narrow, the glow increasing. "The question is, what are you going to do about it, hm?"

Rainbow lands on the ground, back arched and wings flared out. A look of determination is evident on her face. "I'll do what I need to do to stop you, you traitor! I have to protect my friends, and everypony else, from the likes of you!" She paws at the ground. "I ain't scared of you, we've beat your kind before and we'll do it again!"

"Loyal to the end, aren't you Rainbow?" The gaze and his voice go hypnotic. "Go on… run to your friends. Protect them from monsters like me. Run, Rainbow. As far as you can."

Her eyes fog over, then she shakes her head. "Stoppit! I don't know what your game is, but it's not gonna work, ya hear me?" she shouts. Blinded by rage, she shoots straight up into the sky and into town, only to return a few moments later. She has a different look on her face now ...one of shock and disbelief. "No ... it can't be possible! How did you get to them all so quick?" Tears filled her eyes as she resumed her battle stance. "Fine! If I have to take you out alone, then that's what I'll do!" She snorted and readied for a charge.

Orion's horn glows bright as a beam of blue and green magic flies from it, striking Rainbow in the face. "Ha!"

Rainbow struggles against the influence of the beam, her eyes clamped shut as she shakes her head back and forth. "No! No, I ... can't let you win like this! I ... have to save ... my friends!" She's barely hanging on, the spell taking hold.

"Tick tock, goes the clock… Oops, too late! You've run out of time!" Orion announces as the spell finally takes over. He laughs darkly. "Now, for the final Element… this is going to be a tricky one."

"More so than you realize," says a voice from behind him. Stepping out from behind a stand of bushes, Princess Twilight Sparkle flares her wings and levels a hateful gaze upon Orion. "How could you! We all trusted you ... the princesses trusted you! And you betrayed them. Why would you do this?" she asked pleadingly, wanting to understand.

"To protect my family," he says honestly, turning to face the alicorn. "But also this… the changelings will win, m'lady. That much has been made clear to me. I'm a smart pony, I know which side I belong on." He begins to pace in a circle. "Surely you as Celestia's student know this too. Join us, Princess. Your other friends have already. You have nowhere to turn! The other Elements are ours, now. With you on our side, we will be unbeatable."

"But what of the princesses? You know, those we swore to protect with our very lives, if need be?" she snapped. "You know as well as I do that as long as they live, they will resist, and will triumph as they did in the past!" She circles along with Orion, keeping him within her vision. "I understand you wanting to protect your family, but surely there were other options! Turning first the nobility of Canterlot, and then the Elements of Harmony, over to the changelings? Just to save your own hide? That's not the Orion we knew and trusted." She sighs. "Yes, as Celestia's student, I know what side I belong on - hers. And there I will stay."

"As long as they -live-," he says coldly, emphasizing the last word. "And as for staying on her side… I should quite like to see you try, ma'am." His horn begins to glow once more as he charges up his spell.

Her own horn glows bright, and a beam of lavender energy shoots out and strikes Orion at the base of his chest. This beam is quickly followed by three more in rapid succession, each one pushing Orion a little further with each impact. "We don't have to fight, Orion, I can help you. I can help you and your family if you'll give me the chance. Please don't do this."

Orion falls as he is hit, his concentration faltering. He glares up at Twilight, his eyes now fully glowing a bright, poisonous green. "You will be ours, Twilight Sparkle!" he snarls, calling upon more of Chrysalis' magic as his horn glows once more, the green overpowering the blue. As a consequence, his horn curves, and fangs grow in.

Twilight's eyes widen in horror, and she throws up a protective shield. She begins charging her own horn. "No, Orion .. I won't let them take you too ... you're too good a pony to lose." Her horn begins to glow a bright white, and a beam of pure white energy strikes Orion directly on his horn.

Orion gasps and screams as the purification spell hits him, the curve of his horn and fangs seeming to recede as the changeling magic weakens. For a moment, it looks like it worked, until Chrysalis' magic resurges as Orion throws everything he has into his spell, the green-blue beam rocketing toward Twilight. The fangs and horn return as he does.

Twilight struggles to maintain contact with Orion, sweat forming on her brow. She digs in and summons every last reserve of energy she can draw from, pushing back hard against the changeling magic. The strain is great, and she can feel herself losing strength. "No ... " she whispers, "Must resist ... save them all ..." She continues to fight against Orion's power.

Orion rises to his hooves and steps toward her, his fangs exposed. As the spell takes effect, he says softly "So, Twilight Sparkle, former Princess of Equestria… to whom do you now pledge your undying loyalty?"

"My ... loyalty is ... to ... Princesses Celestia and Luna!" she cries out, summoning every last ounce of strength. Her eyes glow as white as her horn, and a surge of power flows along the energy beam. It fades almost as quickly, and an exhausted Twilight is propelled across the clearing, exhausted, tears flowing down her face. "Forgive me, Princess ... your student has failed you," she whispers. She drops her head into her hooves, silent sobs racking her body.

Whatever part of the old Orion that once remained is swiftly silenced. He stares down at Twilight, his expression cold. "Resistance… is futile. Your life as it has been… is over. From this time forward... you will service us." His voice seems to have gained a slight insect-like quality, a green mist floating over to Twilight's body.

Twilight offers no resistance as the mist envelops her. Her expression is blank, devoid of emotion, her voice almost robotic. "I serve my Queen," she says flatly. "Long live Queen Chrysalis, glory to the hive…"

"Glory to the hive," he echoes, before disappearing in a flash of magic as he teleports back to the manor.

Raven stands before Orion, wrapping him in a tight hug. "Success, my husband! Our Queen is most pleased with you. She awaits you in the main hall."

Orion hugs back, his smile widening at Raven's news. "Excellent! Come!" He trots toward the main hall, as yet unaware of his changes. Upon seeing Chrysalis he bows. "Mission complete, my queen. The Elements of Harmony are now ours."

Peals of laughter ring out across the halls of the manor. "Excellent work, my faithful subject," Chrysalis says. "You have done well, and will be rewarded." She makes a clicking noise, and is immediately joined by a contingent of changelings, forming an impromptu audience. Chrysalis motions for his family to join him. "For your glorious service, I hereby appoint you as Grand Regent of Ponyville, to rule as my eyes and ears and maintain the order." She smiles, her fangs glistening. "Kneel," she says to the family.

The Shadows kneel as one, though the foals need a little help. All of their eyes are glowing a vivid green.

Chrysalis's horn glows brightly, a ball of green energy forming and surrounding the family. "As all are one, so now are the ones part of the all. What is yours is ours, and ours is yours. For all we are one, separate but united." The glow gets brighter as Chrysalis utters these words, before fading to reveal the entire family now in full changeling form. "As your mother and protector, I give you your names. Arise, Chancellor Onyx; Lady Reval; Dame Malx, and Viscount Vilz. As you serve, so shall you be served." Her evil smile widens, exposing each sharp tooth.

Chancellor Onyx gives Lady Reval a kiss on the cheek, his dark chitin shining bright, and his new wings buzzing as he then nuzzles Malx and Vilz. "Glory to the hive! Hail Queen Chrysalis!" they say together, saluting.

"Hail Queen Chrysalis!" The chant echoes off the walls as the changelings shout in unison. Chrysalis just smiles her evil smile and nods approvingly.


	8. Nightmare Night

Nightmare Moon, Empress of the Unending Night, stared balefully out at the lights of the town below, shrouded as it was in moonlight and shadow. It was late autumn, and the yearly celebration of her ascension to the throne, and subsequent removal of her sister from power some millennia ago was approaching.

For contemporary ponies, the fall of Celestia was something they were never taught in school, for the government-mandated curriculum erased all mention of it. Most ponies did not know the truth, and those that did were told to keep silent, upon point of death. The holiday existed for Nightmare's ponies to celebrate something, though yearly tributes of candy from every foal in Equestria certainly helped too.

Tonight though, she was in no mood for celebration, or for candy. Seeds for a betrayal were being sewn in her inner sanctum, and tonight she would find out the culprit. To help her in her efforts, she had sent for Orion Shadow: A well-off noblecolt of good repute. His family had been a staunch supporter of her government from the very beginning, and she knew he would not betray her.

And so she waited, ready for any sign of her best lieutenant's approach. "If anypony can stem the tide of these treasonous thoughts, Orion can," she said to herself. "After all, he's been an excellent pupil during my magic classes. Pity I picked that Twilight mare over him for the truly gifted school." She sat on her throne, staring out over the empty courtroom, and watched the doors for Orion's arrival.

Orion enters, dressed in a midnight black traveling cloak fastened with a silver clip in the shape of a crescent moon. Beside him is his earth pony wife, Raven. He bows. "My Empress... you have sent for me?"

"I have," Nightmare Moon said, her voice echoing through the large hall. "There have been rumblings among the ponies. Rumblings of a time before my reign as your benevolent ruler. Such are shrouded in rumour and fantasy, and they must be stopped before any damage can be done." She eyed Raven curiously. "I did not expect you to attend, Raven. My business was with your husband."

"Where Orion goes, I go," Raven replies, staring up at Nightmare Moon with determination in her eyes. "And your summons came at a good time. Tonight, the plans of the New Dawn shall finally bear fruit! Your reign ends now, Nightmare Moon!"

Green eyes flashed a brighter shade as Nightmare Moon rose slowly from her throne, her horn beginning to charge. "You ... you were the one that spread those lies? Attempted to turn my ponies against me?" Her rage was rising. "You foalish little filly! I will strike you down for such treasonous thinking!" She stared daggers at Raven, preparing to loose her mgical fury.

"Empress, please!" Orion persists, standing in front of Raven to protect her, "I beg of you! Do not kill her, she can be rehabilitated!"

Huffing in anger, Nightmare Moon reluctantly allowed her horn to power down, walking with determination toward Raven. "It is for your husband's sake," she hissed, "that you still draw breath. I suggest you use some of them to explain your little outburst. and if I happen to find favor with your answer, I may consider not having you flayed alive for my amusement." The tip of her horn sat a mere hair's-breadth from Raven's throat. "Begin."

* * *

><p>Raven begins to tell her story as the scene fades to three months before, in the height of summer. Orion returns home to his opulent manor house after a long, tiring day of dealing with various government ponies, and fellow members of the nobility. "If Baroness Moondancer ever tries to take me to lunch again, I don't know how I'll survive..." He flops down into the nearest chair, practically dead on his hooves.<p>

Raven goes to him and begins to massage his shoulders. "Another rough day with the nobles, dear?" She grins. "Such is the curse of the only noblepony that the other nobleponies will trust." She finds a tight spot on Orion's back and works it a little harder. "Care to talk about it?" she asks.

"Oh yes... the Baroness is convinced a coup is coming soon, and she wanted me to put forward a proposal for the formation of a loyalty board... I dismissed it as utter nonsense, of course. There is no coup, everypony in Equestria is perfectly satisfied, and why wouldn't we be? We have territory in practically every nation! The empire is the strongest it has been in millennia, and Moondancer thinks it's all about to come crashing down.. I can't stand it, Raven. I just can't stand it."

Raven scoffs. "A coup? That's positively absurd. Nopony stands a chance against the glorious Nightmare Moon." She stops her massage and hugs Orion. "Is there anything I can do to help you with this, my dear? There's not much to do around the house so I would have the free time."

Orion hugs back and gives the purple mare a smile, "Keep being the wonderful, supportive wife you are... I don't know what I'd be without you." He kisses her forehead, then smiles again, "Shall we have dinner? My meeting with the Empress isn't until later."

"I think there's still a few minutes until dinner," Raven said, snuggling up to Orion. "Let's just relax a bit first."

"Let's!" He smiles and wraps his hooves around the mare, holding her close. "If I couldn't trust you, my darling, I don't know what I'd do..."

Back in present-day, Nightmare Moon sits back on her throne, an unamused look on her face. "How completely avoiding the issue. I don't want to hear love stories, I want an explanation to the treason that your wife has dared to embrace!"

Orion Shadow coughs, "Well, Empress, that starts a few weeks later, when the Baroness' rumors finally found their way to Raven's ears..."

* * *

><p>In Manehattan, a grey coated earth pony mare with a treble clef on her flank watches Raven's performance upon the stage, waiting for it to end. She had an appointment with her afterward, and was starting to get impatient.<p>

"Thank you, everypony, you've been great! I love you, Manehattan!" Raven said to tunderous applause as the curtain closed. She made her way off-stage, a towel slung aorund her neck, looseing her stage outfit as she walked. She glanced at a nearby clock and winced. "Crud, that went longer than I thoughgt," she said to herself. "I hope Treble isn't mad."

"About time you concluded," Treble said, stepping out of the shadows. "An excellent performance as always... but I believe it is high time you turned your talent for deception toward other avenues."

Raven hurriedly steered Treble into her dressing room, and closed the door, pushing the lock in place. "Okay, we can talk here. I still don't know why you're homing in on me, I mean, there's lots more influential ponies out there. I'm still not entirely convinced about this whole Princess of the Sun thing, either. How do you know that this isn't just some fairy tale?"

"I have connections," Treble hisses. "Besides, my fellow musicians are all aware. We have been lied to for centuries, Lady Raven. The balance of the world has been upset, and unless we act fast, chaos will rain down upon us all, destroying all that ponykind have built. The only way to save it is to restore the Sun Princess to her rightful place, and cast down the usurper."

Raven let out a sigh. "I know ... now that I know where to look, I've seen the signs. The deception is everywhere. But, what can we do? We are no match for the Empress, she could obliterate us with but a flick of her eyelashes. I don't wnt to see us come so far only to be crushed under her shoes."

"You were right when you said there are more influential ponies out there... but we cannot start with them. It must begin with us, the performers, the little ponies. The ones who do not have a voice. The 99%." She stares deep into the other mare's eyes, "Go to your husband, talk to him... he will listen to you, and through him, word will spread. But it will be all of us who will finally bring her down."

"I will do what I can. I promise you, on the honor of the New Dawn and on my husband's house, we will work to restore harmony." She touched a hoof to her heart. "Hail Celestia, Princess of the Sun."

"Hail Celestia, Princess of the Sun!" Treble echoes, before disappearing altogether.

* * *

><p>In the present, Orion finishes the story. "And that brings us up to now, my Empress... it is time your sole reign over Equestria came to an end, and harmony restored."<p>

"I don't believe what I'm hearing," Nightmare Moon said, shaking her head. "My most loyal of nobles has turned on me as well. Et tu, Orion? You have fallen prey to the web of deceit these sun-worshippers have chosen to spun? I thought you were smarter than that."

"Empress, please! I do not hate you, I am still loyal to you! I will remain so until I die! But you cannot go on as you have, for if you do, the world as we know it will end, replaced with anarchy the likes of which nopony has ever seen! Already the first signs are being founf... there is little time left."

"And what would you have me do? Allow myself to be suppressed once again? To be under her hooves for more years uncounted? No! I am free now. I can protect my subjects from all threats, even the Mad God himself!"

Orion sighs and tries again, "Trust in your sister, Empress... trust in your nobles. We have never forsaken you, and we never will." He bows to her, pleading still. "Please... we are your friends."

"You don't know how it was, _friend_," she spat. "Always in the shadow as she basked in the love of all, watching them revel in her daylight while my beautiful and glorious nights went unnoticed and unappreciated..." She sat down and hung her head. A glistening appeared in her eyes. "They all loved her more...but I showed everypony. I showed them I was just as good, if not better." She looked up at Orion, darker streaks appearing on her muzzle. "I hate her, but I miss her. I don't want it to be like it was..."

Orion steps forward and gives the Empress a hug, not caring about his position, or hers. "It won't be... I promise you. Your sister, and the ponies you both protect, will understand."

Sniffling loudly, Nightmare Moon hugged Orion back, her form beginning to change. "Then, let us do this while I am still able." She walked to the center of the room, and sat down. Her horn and her eyes began to glow pure white, and the room was filled with a blinding light. Incredible warmth radiated from every surface, and as the glow faded, the silhouette of an alicorn could be seen standing in front of a weakened, and much smaller ... Princess Luna, conduit for Nightmare Moon. Head bowed, she sat facing her sister, Princess Celestia.

"Empress?" Orion whispers in shock, going to Luna's side and sitting beside her, "Are you okay?"

"She will be okay, my little pony," Celestia said, her voice soft and gentle. "The madness that filled her heart has been dispelled. She is as she was the night she banished me to the sun, when Nightmare Moon had taken over my dear sister and caused her to say vile, awful things. Sister," she said, kneeling down in front of Luna, "over the centuries I have watched from my place of exile, and my heart ached to know that I had lost your love. I have never lost my love for you, and I have forgiven you for your deeds, they were not of your own doing. Will you accept me back?"

Luna looked up at her sister, tears falling rapidly. "Oh sister, I have missed you so much!" She threw her hooves around Celestia, hugging her tight and sayng over and over, "I'm sorry ... I'm so sorry..."

Orion remains where he is, but beckons Raven over too, since part of this was her idea. "Welcome home, Princess Celestia," he says at last. letting the two reunite.

Celestia smiled at Orion, and reassured her sister. "Thank you, without your help, we may never have been able to reunite."

"Well... I only helped, it was Raven's idea first!"

Luna rose to her hooves and embraced both Orion and Raven. "I can never repay you for your service to us," she said, hugging them both tight.

Orion hugs Luna back, smiling warmly, "It is what friends do." Using magic, he unfastens the silver clasp of his cloak and removes it, "What to do with this, I wonder?"

"I have an idea. Allow me," Celestia said, levitating the cloak to her with her magic. Her horn lit and a bright glow surrounded where the clasp was, separating it from the fabric which fell to the floor. The clasp glowed even brighter, and seemed to split in two. After a minute, the glow subsided and there sat two objects. One was Orion's clasp, which Celetia affixed to the cloak, and one was an anklet in the same form as Orion's clasp. Both of them had been modified, and now the moon sat in the center of a sun. "As a symbol of our reunion," Celestia said, smiling, "and in recognition of all you have done."

"Oh thank you... it is beautiful!" He hoofs the anklet over for Raven to wear, and smiles back. "I suppose this calls for a celebration... just in time for the Nightmare Night parties!" Then in an odd moment, he turns to face the viewer. "And incidentally, a happy Nightmare Night to all of you at home!" before turning back to the others as if nothing had happened.


	9. Moving to Ponyville

It was a bright spring day in Ponyville. An ornate carriage containing His Lordship, Sir Orion Brownmane Baronet and his new wife, the Lady Raven Shadow, rolls along the main road into town. In the residential section, an opulent manor house has been built by a construction crew, awaiting its new inhabitants.

Sitting in the road across from the manor house, Longhaul was hitching himself back up to his wagon, having just finished a delivery. He had watched the manor house grow over time, and wondered about the occupants. He felt a twinge of jealousy over never being able to afford so grand a home, but he was content with what he had nonetheless. He spotted the carriage coming down the road, and hustled to make sure he was out of the way.

Inside the carriage, Orion is looking around not with haughty disdain but with curiosity and wonder! "What a wonderful little town this is! I think it'll be a great place to live, wouldn't you say, Raven?" He smiles at the purple earth mare, who only three months earlier had almost been his killer. Two days before the two of them had married, during a small ceremony.

Raven smiles at her husband. "It's a lot quieter than Manehattan, that's for sure. I saw the sweet shop and the bakery on the way in - I think I'm really going to like it here!" she said, cuddling close to Orion.

Longhaul looked at the two in the carriage and smiled, seeing true love in its purest form. He gave a tug on thw agon, only to have one of the connection points break away, sending him sprawling into the dirt.

"Oh my goodness!" Orion exclaims when he sees the grey earth pony fall toward the ground, right in the path of the four carriage-pullers. Quickly, he calls out "Drivers, stop please!" And just as the carriage slows to a halt, Orion is already pulling the door open with his magic and leaping outside, landing neatly on all four hooves. He canters over to the pony and asks, "Are you alright, sir?" while checking for any signs of injury.

"Oh, quite all right, thank you," Longhaul replied, getting shakily to his hooves. "Hazard of the job, really ... sometimes the old hitch gives way when you least expect it." He takes a step and winces in pain. "Hm, seemed to have bruised something. Oh well, it'll be a slow hobble back to the yard." He tips his battered Stetson. "Name's Longhaul, nice to meet you, sir. Thank you for stopping, I'm sure you're quite busy..."

"A slow hobble? Certainly not, good sir! Follow me please, we'll get you back there!" He smiles warmly, "My name is Orion, by the way. Nice to meet you, Longhaul." He looks toward two of the drivers. "If you could, follow along behind us with Mr. Longhaul's cart. Then we can go to the house as planned." That done, he trots toward his carriage again and opens the door, "You'll find plenty of room in there!"

"A pleasure, Mister Orion. I really don't want to be a bother, I can limp the old buggy back-" He stumbles a bit as a sharper stab of pain goes up his leg. "- or not, I suppose." He peeks inside and sees Raven. "Ma'am," he says, removing his hat and smiling, "my apologies for the delay, and for the intrusion." He gingerly steps into the carriage and has a seat opposite Raven and Orion.

Raven smiles warmly at Longhaul, "Not a problem, sir. Trust me, Orion does things like this all the time! It's how we met!" At a nod from Orion the carriage begins moving again toward the yard.

Longhaul smiles. "That's very sweet! Maybe, if we see each other again, you can tell me that story." He studies the two. "Let me guess, you two are the ones that own that huge mansion, aren't you? Well, that tells me you're not from around here, so what made you want to settle here?"

Orion nods, "That's correct! We decided to settle here because, to be honest, I was getting tired of life in Trottingham and... well, it wasn't exactly safe for Raven." He squeezes the earth mare's hoof.

"Trottingham ... well, that explains your accent. We don't get many from Trottingham in town, unless they're passing through on a vacation or something." He gazed out the window. "I travel between Appleloosa and here quite frequently, today I was helping out on local deliveries. I'm just glad something like this would happen here instead of out on the trail."

Orion chuckles, "I'm not surprised... the trail's not exactly filled with helpful ponies, after all! How long have you been doing this?"

"Most of my adult life. It's been at least twenty, twenty-five years or so. I used to travel all over Equestria hauling goods. Now, I got my little ranch, and just do short hops. Couldn't stay out there forever. So, what do you do? You strike me as the professorial sort."

Orion nods, "I taught at the University of Trottingham, where I was head of the history department. Until I left and came here, that is! Now, I think I'd like to pursue a similar job here, but for much younger ponies!"

Longhaul nods. "Very interesting." He turns to Raven. "And what about you, ma'am? For some reason, I seem to remember seeing your face somewhere..."

Raven laughs, "I'm a traveling magician! Or was, until I fell on hard times... I'd like to get back to it though."

"Ah, that explains it ... I might have seen one of your posters in my travels." He hems and haws a bit before saying, "Look,you're being awfully nice about this. I really hope I'm not interrupting anything important, I'd feel terrible if I were."

Orion smiles warmly, "Don't worry, Longhaul. We've got plenty of time, and as Raven said, I do things like this all the time!"

"Okay, if you say so ... " Longhaul looked out the window. "Shouldn't be too much longer, anyway, the yard is right next to the train station. Say," he said, "I don't know if you're gonna need any stuff moved, but if you do, I'd be glad to help you out. Just to say thanks for all you've done, you know."

"Why thank you! We'll be sure to let you know. In fact, come and visit us once we've settled in! It would be nice to meet some of the locals." Orion smiles happily as the carriage approaches the station.

"I'd be glad to. Uninjured this time," he said with a chuckle. As the carriage stopped, he stepped out carefully, wincing slightly when his injured hoof made contact with the ground. "I can take it in from here. Thanks again, Mister Orion ... Miss Raven," he said, tipping his hat toward both of them.

"Until next time, Longhaul!" Orion calls, waving. The carriage door then closes and turns around, toward the residential area again.

"Nice ponies," Longhaul thought to himself, hitching up as best as he could and slowly walking toward the freight yard. "I hope we can stay in contact, he seems like good friend. His wife's very friendly, too. Not at all what I expected."

As the carriage winds its way toward the manor, Orion smiles again to his beloved. "What a nice pony! I hope we're friends for a good long time!"

"I hope so too, dear. He's quite well-mannered and very polite." Raven take Orion's hoof in hers. "And what a nice start to our life in Ponyville."

"May it last as long as we both shall live!" Orion says brightly, leaning in and kissing Raven on the lips this time.


End file.
